NOORDHOEK JEFFREY R 4

4 · NELNET INC · Filed Mar 12, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Nelnet CEO Jeffrey Noordhoek Receives Award; Shares Sold for Taxes

What Happened

Jeffrey R. Noordhoek, CEO of Nelnet, received a grant of 7,527 shares (no cash paid) on March 10, 2026. To satisfy tax withholding from the vesting, 2,422 shares were withheld/disposed at an assigned per‑share value of $131.23, producing proceeds of about $317,840. The award was issued at $0 cost to the reporting person (restricted/ESPP shares).

Key Details

Transaction date: March 10, 2026; filing date: March 12, 2026 (timely Form 4).
Withheld/disposed shares: 1,195 @ $131.23 = $156,820; 537 @ $131.23 = $70,471; 486 @ $131.23 = $63,778; 204 @ $131.23 = $26,771 — total 2,422 shares, $317,840.
Award/acquired shares: 7,527 shares granted at $0.00 (reported acquisition).
Per‑share value used for tax withholding: $131.23 (based on March 10 closing price).
Shares owned after the transaction: not specified in this filing.
Notable footnotes: shares were tax‑withheld by the issuer under Rule 16b‑3(d); the grant includes 5,148 shares from the Employee Share Purchase Plan and additional restricted shares that vest one‑fifth annually on March 10 over five years. Some shares are held in related trusts (see F5/F6) with standard beneficial‑ownership disclaimers.

Context

This filing reflects a routine tax‑withholding event tied to a share award (not an open‑market sale). The withheld shares served to satisfy tax obligations from the vesting of previously granted shares (a common "cashless" tax withholding), so the disposals do not necessarily signal a voluntary sale decision by the insider.

Form 4

Period: 2026-03-10

Chief Executive Officer

Transactions

Tax Payment
Class A Common Stock
[F1][F2][F3]
2026-03-10$131.23/sh−1,195$156,820→ 103,283 total
Tax Payment
Class A Common Stock
[F1][F2][F3]
2026-03-10$131.23/sh−537$70,471→ 102,746 total
Tax Payment
Class A Common Stock
[F1][F2][F3]
2026-03-10$131.23/sh−486$63,778→ 102,260 total
Tax Payment
Class A Common Stock
[F1][F2][F3]
2026-03-10$131.23/sh−204$26,771→ 102,056 total
Award
Class A Common Stock
[F4][F3]
2026-03-10+7,527→ 109,583 total

Holdings

Footnotes (6)

[F1]These shares were tax-withheld by the issuer to satisfy the reporting person's tax obligation resulting from the vesting of a previously reported grant of shares pursuant to Rule 16b-3(d).
[F2]Per share value assigned by the issuer to the tax withholding shares under the tax withholding arrangement, and based on the market closing price of the shares on March 10, 2026.
[F3]Includes 5,148 shares issued pursuant to the issuer's Employee Share Purchase Plan.
[F4]These restricted shares were awarded to the reporting person pursuant to the issuer's Restricted Stock Plan. The shares vest equally over a five-year period, with one-fifth of the amount vesting annually on March 10 of each year.
[F5]Shares held by The Jeffrey R. Noordhoek Amended and Restated Revocable Trust, dated August 9, 2016, which is a revocable trust with respect to which the reporting person is the trustee and settlor, and the reporting person, his spouse and children are beneficiaries.
[F6]Shares held by the Jeffrey Noordhoek Post Annuity Irrevocable Trust dated August 29, 2003, of which the reporting person's spouse and children are initial beneficiaries. The reporting person continues to report beneficial ownership of all the shares held by the trust, but disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.

Signature

/s/ Philip J. Morgan, Attorney-in-Fact for Jeffrey R. Noordhoek|2026-03-12

2 files